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Bayer manages its businesses responsibly and in compliance with the statutory and regulatory requirements of the countries in which it operates. We define compliance as legally and ethically impeccable conduct by all employees in their daily work, because the way they carry out their duties affects our company’s reputation. We do not tolerate any violation of laws, codes of conduct or internal regulations.
Global Corporate Compliance Policy
The Board of Management is unreservedly committed to compliance, and Bayer will forego any business transaction that would violate the compliance principles in force throughout the Bayer Group.
The global compliance management system is steered by a central compliance organization within the Bayer Group. This organization is headed by the Group Compliance Officer, who reports directly to the Chairman of the Board of Management and to the Audit Committee of the Supervisory Board on matters of this nature. The compliance organization is staffed with specialized compliance managers who are responsible for the corporate functions and for establishing business and industry-specific standards in the divisions, business units and service companies.
Through our compliance management system, we want to ensure lawful and responsible behavior by our employees. Potential compliance risks are identified together with the operational units so as to achieve systematic and preventive risk detection and assessment. Risks are identified not just by the global functions (top-down), but also by the Bayer country organizations (bottom-up). Compiled findings about risks are entered into a global statistical database for compliance risk management that we use to develop suitable measures for specific processes, business activities or countries, for example. We assess our business partners to the same extent with regard to potential compliance risks.
Our compliance principles apply throughout the Bayer Group and are established in our Corporate Compliance Policy. Here we commit to uphold ten principles, particularly in antitrust and anticorruption matters.
All employees are required to observe these principles and to immediately report any violation of the Corporate Compliance Policy. This general reporting requirement does not apply in France due to peculiarities of national law. Bayer’s senior managers serve as role models and therefore have a vital part to play in implementing the compliance principles. They may lose their entitlement to variable compensation components and be subject to further disciplinary measures if violations of applicable law or internal regulations have occurred in their sphere of responsibility. Compliant and lawful conduct also factors into the performance evaluations of all managerial employees.
Adherence to the corporate compliance principles is among the subjects covered in audits conducted by Bayer’s Internal Audit and in the analyses and investigations by the legal and compliance organization. The heads of these organizations provide regular reports on the findings of the audits and analyses to the Audit Committee of the Supervisory Board, while summary reports are presented at least once a year. The planning of these audits by Internal Audit follows a function- and risk-based approach that also takes the Corruption Perceptions Index of Transparency International into account. Function-specific audits are conducted worldwide across all important corporate units, such as for marketing and distribution. The respective relevant stakeholders (e.g. management, employees, distributors or service providers) participate in audits depending on the type of audit. The larger business areas and units are audited at shorter intervals, and the smaller units at longer intervals. A total of 89 audit reports were compiled in 2022, of which nine concerned preventive compliance system audits or incident-related investigations.
The global compliance management system is steered by a central compliance organization within the Bayer Group. This organization is headed by the Group Compliance Officer, who reports directly to the Chairman of the Board of Management and to the Audit Committee of the Supervisory Board. It is staffed with specialist compliance managers who are responsible for the corporate functions and for establishing business- and industry-specific standards in the divisions, business units and service companies.
Suspected compliance violations can be reported – anonymously if desired and if permitted by respective national law – to a central, worldwide compliance hotline that is also accessible to the general public. In 2022, the compliance organization received a total of 372 compliance reports in this way (including 254 anonymous reports), with 19 reports coming from Germany and 353 from other countries. Overall, 28% of suspected violations reported to the compliance hotline were not compliance-relevant, while 72% were processed by way of a compliance investigation. In addition, an internal mailbox – the Speak-Up Inbox – was introduced in 2020 for the submission of suspected compliance violations. Alternatively, suspected violations may also be reported to the respective local Compliance functions, Internal Audit, Human Resources or directly to a supervisor. Since 2021, it has also been possible to report suspected compliance violations by logging a so-called incident request on a newly implemented platform. Furthermore, suspected compliance violations are recorded and processed within the scope of monitoring activities conducted by the Compliance function. A total of 1,243 suspected compliance violations were recorded in 2022.
Comprehensive Compliance Training and Communications
To create a positive compliance culture in our company, we support all employees in conducting their professional activities with integrity and avoiding potential violations before they can occur. Bayer therefore organizes Group-wide training programs tailored to requirements and target groups, along with extensive communications activities on relevant compliance issues and risks. In addition, compliance managers are available worldwide to answer questions from all employees regarding lawful and ethical behavior in business-related situations. Employees can also discuss said matters with their supervisors, who serve as role models for compliance.
Each year, the company publishes a new, obligatory training course for all Bayer employees. In 2022, around 96.5% (41,633) of Bayer’s managerial employees worldwide completed at least one compliance training program.